联合国国际货物销售合同公约
U. N. CONVENTION OF CONTRACTS FOR THE INTERNATIONAL SALE OFGOODS

颁布日期：19800411 　实施日期：19800411 　颁布单位：联合国

　　The States Parties to this Convention，

　　Bearing in mind the broad objectives in the resolutions adopted by thesixth special session of the General Assembly of the United Nations on theestablishment of a New International Economic Order，

　　Considering that the development of international trade on the basisof equality and mutual¹ benefit is an important element in promotingfriendly relations among States，

　　Being of the Opinion that the adoption² of uniform rules which governcontracts for the international sale of goods and take into account thedifferent social， economic and legal systems would contribute to theremoval of legal barriers in international trade and promote thedevelopment of international trade，

　　Have Agreed as follows：

　　Part 1 Sphere of Application and General Provisions

　　Chapter I Sphere of Application

　　Article 1

　　（1） This Convention applies to contracts of sale of goods betweenparties whose places of business are in different States：

　　（a） when the States are Contracting States； or

　　（b） when the rules of private international law lead to theapplication of the law of a Contracting State.

　　（2） The fact that the parties have their places of business indifferent States is to be disregarded whenever this fact does not appeareither from the contract or from any dealings between， or from informationdisclosed by， the parties at any time before or at the conclusion of thecontract.

　　（3） Neither the nationality of the parties nor the civil or commercialcharacter of the parties or of the contract is to be taken intoconsideration in determining the application of this Convention.

　　Article 2

　　This Convention does not apply to sales：

　　（a） of goods bought for personal， family or household use， unless theseller， at any time before or at the conclusion of the contract， neitherknew nor ought to have known that the goods were bought for any such use；

　　（b） by auction⁴；

　　（c） on execution or otherwise by authority of law；

　　（d） of stocks， shares， investment securities， negotiable instrumentsor money；

　　（e） of ships， vessels⁵， hovercraft or aircraft；

　　（f） of electricity.

　　Article 3

　　（1） Contracts for the supply of goods to be manufactured or producedare to be considered sales unless the party who orders the goodsundertakes to supply a substantial part of the materials necessary forsuch manufacture or production.

　　（2） This Convention does not apply to contracts in which thepreponderant part of the obligations of the party who furnishes the goodsconsists in the supply of labour or other services.

　　Article 4

　　This Convention governs only the formation of the contract of sale andthe rights and obligations of the seller and the buyer arising from such acontract. In particular， except as otherwise expressly provided in thisConvention， it is not concerned with：

　　（a） the validity of the contract or of any of its provisions or of anyusage，

　　（b） the effect which the contract may have on the property in thegoods sold.

　　Article 5

　　This Convention does not apply to the liability of the seller fordeath or personal injury caused by the goods to any person.

　　Article 6

　　The parties may exclude the application of this Convention or， subjectto article 12， derogate⁶ from or vary the effect of any of its provisions.

　　Chapter II General Provisions

　　Article 7

　　（1） In the interpretation⁷ of this Convention， regard is to be had toits international character and to the need to promote uniformity in itsapplication and the observance of good faith in international trade.

　　（2） Questions concerning matters governed by this Convention which arenot expressly settled in it are to be settled in conformity⁸ with thegeneral principles on which it is based or， in the absence of suchprinciples， in conformity with the law applicable by virtue⁹ of the rulesof private international law.

　　Article 8

　　（1） For the purposes of this Convention statements made by and otherconduct of a party are to be interpreted according to his intent where theother party knew or could not have been unaware¹⁰ what that intent was.

　　（2） If the preceding paragraph is not applicable， statements made byand other conduct of a party are to be interpreted according to theunderstanding that a reasonable person of the same kind as the other partywould have had in the same circumstances.

　　（3） In determining the intent of a party or the understanding areasonable person would have had， due consideration is to be given to allrelevant circumstances of the case including the negotiations¹¹， anypractices which the parties have established between themselves， usagesand any subsequent conduct of the parties.

　　Article 9

　　（1） The parties are bound by any usage to which they have agreed andby any practices which they have established between themselves.

　　（2） The parties are considered， unless otherwise agreed， to haveimpliedly made applicable to their contract or its formation a usage ofwhich the parties knew or ought to have known and which in internationaltrade is widely known to， and regularly observed by， parties to contractsof the type involved in the particular trade concerned.

　　Article 10

　　For the purposes of this Convention：

　　（a） if a party has more than one place of business， the place ofbusiness is that which has the closest relationship to the contract andits performance， having regard to the circumstances known to orcontemplated by the parties at any time before or at the conclusion of thecontract；

　　（b） if a party does not have a place of business， reference is to bemade to his habitual¹² residence.

　　Article 11

　　A contract of sale need not be concluded in or evidenced by writingand is not subject to any other requirement as to form. It may be provedby any means， including witnesses.

　　Article 12

　　Any provision of article 11， article 29 or Part II of this Conventionthat allows a contract of sale or its modification¹³ or termination byagreement or any offer， acceptance or other indication of intention to bemade in any form other than in writing does not apply where any party hashis place of business in a Contracting State which has made a declarationunder article 96 of this Convention. The parties may not derogate from orvary the effect of this article.

　　Article 13

　　For the purposes of this Convention “writing” includes telegram andtelex.

　　Part II Formation of the Contract

　　Article 14

　　（1） A proposal for concluding a contract addressed to one or morespecific persons constitutes an offer if it is sufficiently¹⁵ definite andindicates the intention of the offeror to be bound in case of acceptance.A proposal is sufficiently definite if it indicates the goods andexpressly or implicitly¹⁶ fixes or makes provision for determining thequantity and the price.

　　（2） A proposal other than one addressed to one or more specificpersons is to be considered merely as an invitation to make offers， unlessthe contrary is clearly indicated by the person making the proposal.

　　Article 15

　　（1） An offer becomes effective when it reaches the offeree.

　　（2） An offer， even if it is irrevocable， may be withdrawn¹⁸ if thewithdrawal reaches the offer be fore³ or at the same time as the offer.

　　Article 16

　　（1） Until a contract is concluded an offer may be revoked²¹ if therevocation reaches the offeree before he has dispatched an acceptance.

　　（2） However， an offer cannot be revoked.

　　（a） if it indicates， whether by stating a fixed²² time for acceptance orotherwise， that it is irrevocable； or

　　（b） if it was reasonable for the offeree to rely on the offer as beingirrevocable and the offeree has acted in reliance on the offer.

　　Article 17

　　An offer， even if it is irrevocable， is terminated when a rejectionreaches the offeror.

　　Article 18

　　（1） A statement made by or other conduct of the offeree indicatingassent to an offer is an acceptance. Silence or inactivity does not initself amount to acceptance.

　　（2） An acceptance of an offer becomes effective at the moment theindication of assent²⁴ reaches the offeror. An acceptance is not effectiveif the indication of assent does not reach the offeror within the time hehas fixed or， if no time is fixed， within a reasonable time， due accountbeing taken of the circumstances of the transaction， including therapidity of the means of communication employed by the offeror. An oraloffer must be accepted immediately unless the circumstances indicateotherwise.

　　（3） However， if， by virtue of the offer or as a result of practiceswhich the parties have established between themselves or of usage， theofferee may indicate assent by performing an act， such as one relating tothe dispatch of the goods or payment of the price， without notice to theofferor， the acceptance is effective at the moment the act is performed，provided that the act is performed within the period of time laid down inthe preceding paragraph.

　　Article 19

　　（1） A reply to an offer which purports²⁵ to be an acceptance butcontains additions， limitations or other modifications²⁶ is a rejection²³ ofthe offer and constitutes a counter-offer.

　　（2） However， a reply to an offer which purports to be an acceptancebut contains additional or different terms which do not materially alterthe terms of the offer constitutes an acceptance， unless the offeror，without undue²⁷ delay， objects orally to the discrepancy²⁸ or dispatches anotice to that effect. If he does not so object， the terms of the contractare the terms of the offer with the modifications contained in theacceptance.

　　（3） Additional or different terms relating， among other things， to theprice， payment， quality and quantity of the goods， place and time ofdelivery， extent of one party's liability to the other or the settlementof disputes are considered to alter the terms of the offer materially.

　　Article 20

　　（1） A period of time for acceptance fixed by the offeror in a telegramor a letter begins to run from the moment the telegram is handed in fordispatch or from the date shown on the letter or， if no such date isshown， from the date shown on the envelope. A period of time foracceptance fixed by the offeror by telephone， telex¹⁴ or other means ofinstantaneous communication， begins to run from the moment that the offerreaches the offeree.

　　（2） Official holidays or non-business days occurring during the periodfor acceptance are included in calculating the period. However， if anotice of acceptance cannot be delivered at the address of the offeror onthe last day of the period because that day falls on an official holidayor a non-business day at the place of business of the offeror， the periodis extended until the first business day which follows.

　　Article 21

　　（1） A late acceptance is nevertheless effective as an acceptance ifwithout delay the offeror orally so informs the offeree or dispatches anotice to that effect.

　　（2） If a letter or other writing containing a late acceptance showsthat it has been sent in such circumstances that if its transmission hadbeen normal it would have reached the offeror in due time， the lateacceptance is effective as an acceptance unless， without delay， theofferor orally informs the offeree that he considers his offer as havinglapsed or dispatches a notice to that effect.

　　Article 22

　　An acceptance may be withdrawn if the withdrawal²⁰ reaches the offerorbefore or at the same time as the acceptance would have become effective.

　　Article 23

　　A contract is concluded at the moment when an acceptance of an offerbecomes effective in accordance with the provisions of this Convention.

　　Article 24

　　For the purposes of this Part of the Convention， an offer， declarationof acceptance or any other indication of intention “reaches” the addresseewhen it is made orally to him or delivered by any other means to himpersonally， to his place of business or mailing address or， if he does nothave a place of business or mailing address， to his habitual residence.

　　Part III Sale of Goods

　　Chapter I General Provisions

　　Article 25

　　A breach²⁹ of contract committed by one of the parties is fundamental ifit results in such detriment³⁰ to the other party as substantially todeprive him of what he is entitled to expect under the contract， unlessthe party in breach did not foresee and a reasonable person of the samekind in the same circumstances would not have foreseen such a result.

　　Article 26

　　A declaration of avoidance of the contract is effective only if madeby notice to the other party.

　　Article 27

　　Unless otherwise expressly provided in this Part of the Convention， ifany notice， request or other communication is given or made by a party inaccordance with this Part and by means appropriate in the circumstances， adelay or error in the transmission of the communication or its failure toarrive does not deprive that party of the right to rely on thecommunication.

　　Article 28

　　If， in accordance with the provisions of this Convention， one party isentitled to require performance of any obligation by the other party， acourt is not bound to enter a judgment³¹ for specific performance unless thecourt would do so under its own law in respect of similar contracts ofsale not governed by this Convention.

　　Article 29

　　（1） A contract may be modified or terminated by the mere¹⁷ agreement ofthe parties.

　　（2） A contract in writing which contains a provision requiring anymodification or termination by agreement to be in writing may not beotherwise modified or terminated by agreement. However， a party may beprecluded by his conduct from asserting such a provision to the extentthat the other party has relied on that conduct.

　　Chapter II Obligations of the Seller

　　Article 30

　　The seller must deliver the goods， hand over any documents relating tothem and transfer the property in the goods， as required by the contractand this Convention.

　　Section I Delivery of the goods and handing over of documents

　　Article 31

　　If the seller is not bound to deliver the goods at any otherparticular place， his obligation to deliver consists：

　　（a） if the contract of sale involves carriage of the goods， in handingthe goods over to the first carrier for transmission to the buyer；

　　（b） if， in cases not within the preceding sub-paragraph， the contractrelates to specific goods， or unidentified goods to be drawn¹⁹ from aspecific stock or to be manufactured or produced， and at the time of theconclusion of the contract the parties knew that the goods were at， orwere to be manufactured or produced at， a particular place-in placing thegoods at the buyer's disposal at that place；

　　（c） in other cases-in placing the goods at the buyer's disposal at theplace where the seller had his place of business at the time of theconclusion of the contract.

　　Article 32

　　（1） If the seller， in accordance with the contract or this Convention，hands the goods over to a carrier and if the goods are not clearlyidentified to the contract by markings on the goods， by shipping³² documentsor otherwise， the seller must give the buyer notice of the consignmentspecifying the goods.

　　（2） If the seller is bound to arrange for carriage of the goods， hemust make such contracts as are necessary for carriage to the place fixedby means of transportation appropriate in the circumstances and accordingto the usual terms for such transportation.

　　（3） If the seller is not bound to effect insurance in respect of thecarriage of the goods， he must， at the buyer's request， provide him withall available information necessary to enable him to effect suchinsurance.

　　Article 33

　　The seller must deliver the goods：

　　（a） if a date is fixed by or determinable from the contract， on thatdate；

　　（b） if a period of time is fixed by or determinable from the contract，at any time within that period unless circumstances indicate that thebuyer is to choose a date， or

　　（c） in any other case， within a reasonable time after the conclusionof the contract.

　　Article 34

　　If the seller is bound to hand over documents relating to the goods，he must hand them over at the time and place and in the form required bythe contract. If the seller has handed over documents before that time， hemay， up to that time， cure any lack of conformity in the documents， if theexercise of this right does not cause the buyer unreasonable³³ inconvenienceor unreasonable expense. However， the buyer retains any right to claimdamages as provided for in this Convention

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